Devyani International and Sapphire Foods Scheme Receives Stock Exchange Observations
Devyani International Limited has confirmed the receipt of observation letters from the National Stock Exchange (NSE) and BSE concerning the proposed Scheme of Arrangement involving itself and Sapphire Foods India Limited. The Scheme remains conditional upon securing statutory, regulatory approvals, and consent from shareholders and creditors of the involved companies.The company reported that it received an Observation Letter with 'no objection' from NSE and one with 'no adverse observations' from BSE regarding the draft scheme.
A review of the filings reveals several specific conditions and disclosure requirements mandated by the exchanges for both entities prior to filing the Scheme before the National Company Law Tribunal (NCLT).
Key observations and requirements issued by the Stock Exchanges include:
| Requirement Area | Condition/Detail |
|---|---|
| Regulatory Compliance | The proposed composite Scheme of Arrangement must comply with Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. |
| Adjudication Proceedings | Both Sapphire Foods India Limited and Devyani International Limited are required to disclose details of any ongoing adjudication, recovery proceedings, prosecution initiated, or other enforcement action taken against the companies, their promoters, and directors before the Hon'ble NCLT and shareholders. |
| Regulatory Approval | The Scheme must be expressly made subject to the receipt of approval from the Competition Commission of India (CCI), as applicable, before filing with NCLT. |
| Financial Transparency | Companies must ensure that the financials considered in the scheme are not older than six months from the date of Stock Exchange NOC. Detailed disclosure is required regarding Revenue, PAT, and EBIDTA for the last three financial years for both companies. |
| Asset Transfer & Accounting | Required disclosures include the value of assets and liabilities of Sapphire being transferred to Devyani, along with the post-scheme balance sheet of Devyani. |
| Shareholding Details | Companies must disclose promoter-wise and aggregate shareholding details in both Sapphire and Devyani before and after the Scheme, under two scenarios: one considering the SFIL Secondary Sale, and one without it. |
| Secondary Sale Disclosure | Full disclosure is required regarding the SFIL Secondary Sale, specifically the sale of up to 5,94,55,837 Equity Shares of Sapphire (representing up to 18.5% of the share capital as of December 31, 2025) by Sapphire Foods Mauritius Limited to Arctic International Limited. |
| Public Disclosure | Entities must disclose their intention for promoters and promoter group entities to be reclassified into the Public Category in Devyani and state the reasons thereof. |
The exchanges further stipulated that all observations of NSE/Stock Exchanges must be incorporated into the petition filed before NCLT, and companies are obligated to bring these observations to the notice of the tribunal. Additionally, any additional information submitted after filing the scheme with the stock exchange must be prominently displayed on the websites of the listed companies.
DEVYANI Stock Price Movement
Devyani International Limited shares rallied on Monday, closing at ₹111.80 after climbing 2.18%, marking a gain of ₹2.38 from its previous close. The stock saw robust trading activity, with a volume of 1.46 million shares recorded during the day's session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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